Indemnification of International Managers. The Company agrees to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of International Managers. 19 (b) Indemnification of Company, Directors and Officers............. 20 (c) Actions against Parties; Notification.......................... 21 (d) Settlement without Consent if Failure to Reimburse............. 21 (e) Indemnification for Reserved Securities........................ 22 Section 7. Contribution................................................... 22 Section 8. Representations, Warranties and Agreements to Survive Delivery. 23
Indemnification of International Managers. The Company and each Key Shareholder jointly and severally agree, and each of the Selling Shareholders other than the Key Shareholders severally and not jointly agree, to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of International Managers. The Company agrees to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii) and (iii) below. In addition, each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act:
Indemnification of International Managers. Each of the Company and Virginia BCBS agrees, jointly and severally, to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows:
Indemnification of International Managers. Each of the Company, Garmin Corp. and Garmin International jointly and severally, agree to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act to the extent and in the manner set forth in clauses (i), (ii), (iii) and (iv) below. In addition, each Selling Shareholder, severally and not jointly, agrees to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act, as follows, but only to the extent that it involves information concerning such Selling Shareholder:
Indemnification of International Managers. The Company and the Management Selling Shareholders who are listed as such in SCHEDULE B hereto (the "MANAGEMENT SELLING SHAREHOLDERS") agree to jointly and severally indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act in the manner set forth in clauses (i), (ii), (iii), (iv) and (v) of this Section 6(a); PROVIDED, HOWEVER, that none of the Management Selling Shareholders shall be liable for the payment of an amount, pursuant to this Section 6, which exceeds the net proceeds received by such Management Selling Shareholder from the sale of Option Securities sold by such Management Selling Shareholder pursuant to this Agreement. In addition, the Non-Management Selling Shareholders who are listed as such in SCHEDULE B hereto (the "NON-MANAGEMENT SELLING SHAREHOLDERS") agree to severally and not jointly indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act in the manner set forth in clauses (i), (ii), (iii) and (iv) of this Section 6(a); PROVIDED, HOWEVER, that none of the Non-Management Selling Shareholders shall be liable for the payment of an amount, pursuant to this Section 6, which exceeds the net proceeds received by such Non-Management Selling Shareholder from the sale of Option Securities sold by such Non-Management Selling Shareholder pursuant to this Agreement.
Indemnification of International Managers and the Company by Bandag and the Selling Shareholder. Bandag and the Selling Shareholder, jointly and severally, agree to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act and the Company and each person, if any, who controls the Company within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as against any and all loss, liability, claim, damage and expense whatsoever, as incurred, arising out of any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (or any amendment thereto), including the Rule 430A Information and Rule 434 Information, if applicable, or the omission or alleged omission therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectuses (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was made in the Registration Statement, any preliminary prospectus or the Prospectuses (or any amendment or supplement thereto) in reliance upon and in conformity with written information furnished to the Company by Bandag or the Selling Shareholder expressly for use therein; and will reimburse each International Manager and the Company for any legal or other expenses reasonably incurred by such International Manager or the Company in connection with investigating or defending any such action or claim as such expenses are incurred.
Indemnification of International Managers. 27 (b) Indemnification of Company, Directors and Officers........................................ 29
Indemnification of International Managers. The Company agrees to indemnify and hold harmless each International Manager and each person, if any, who controls any International Manager within the meaning of Section 15 of the 1933 Act or Section 20 of the 1934 Act as follows: therefrom of a material fact required to be stated therein or necessary to make the statements therein not misleading or arising out of any untrue statement or alleged untrue statement of a material fact included in any preliminary prospectus or the Prospectuses (or any amendment or supplement thereto), or the omission or alleged omission therefrom of a material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading;
